Captain Sheridan and Commander Susan Ivanova call an emergency meeting of the Babylon 5 Advisory Council and League of Non-Aligned Worlds, to the grumbling of officials like Ambassador Londo Mollari. Sheridan apologizes for the earliness of the meeting, but says the matter is urgent. He is now imposing a price for the continued patrolling of the White Star fleet around their borders, which has seriously curtailed raids and border clashes. Each race must contribute a destroyer to the defense of Babylon 5. They must also sever all ties with the Earth Alliance except for humanitarian reasons. This is because B5 is about to take the offensive in response to President Clark's atrocities.

"From now on, Earth stands alone. We're taking back Proxima III, we're taking back Mars, and then we're going to take back our home, or die trying."

A shuttle brings in Marcus Cole, who rushes to the War Room with hot intelligence from Proxima III. The colony is rapidly running out of time; they need help soon. The colony is currently blockaded by six Omega class destroyers, including the EAS Heracles and EAS Pollux: the two destroyers responsible for the civilian deaths. Apart from these known hostiles, there is little intel on the stance of the other destroyers. Sheridan proposes hitting the colony in a multiple-wave assault: surrounding the hostile forces and convincing the rest to withdraw or defect. But this will mean fully committing to the campaign to the very end: "No surrender, no retreat." As an aside, he asks Franklin about the modified telepaths in cold storage, for a future mission.

The doorbell at the Centauri Embassy awakens Vir Cotto, still having nightmares about assassinating Cartagia. When he opens the door, Michael Garibaldi stands outside, asking for Mollari. Cotto initially answers that he is absent, but then lets slip that he is going to see G'Kar. Cotto also comments on Sheridan's new offensive. Garibaldi seems hostile about Sheridan's actions, and, when Cotto challenges him on it, he says he will pursue a different avenue.

The station is now on high alert. Starfuries are on constant patrol, and even communications between them is being kept under tight security to prevent false orders. As Ivanova notes, the operational phrase is, "Trust Ivanova, trust yourself. Anybody else, shoot him."

Sheridan reports to the War Room. He has Ivanova send three White Stars to Earth space, two by Mars and one to Earth. Their mission is diversionary: to distract Clark with the flybys, which will cause him to call in his forces and pull them away from the Proxima System, while the main force gathers in hyperspace away from the Proxima beacon, so as not to be detected. Meanwhile, Marcus communicates with the Proxima Resistance. They are being hit hard by Clark-loyal reinforcements, but they relay information on which destroyers are holding back.

Mollari visits G'Kar in his quarters. Ever since their return to Babylon 5, they have been falling back into their usual pattern of trading barbs, G'Kar's especially bitter regarding his imprisonment. Mollari however tells G'Kar he wishes to end the cycle and to make amends, belatedly thanking the Narn for his help in saving Centauri Prime. G'Kar coldly dismisses the gesture. Undeterred, Mollari presents an astonishing proposal: a statement of mutual support between their governments towards the Earth Alliance Resistance, in the hope that the other races may follow suit. Mollari offers to seal the deal in pouring G'Kar a drink, reminding him of the occasion when the Narn offered him a drink just before the Narn-Centauri War. G'Kar refuses to participate, pouring his drink back into the bottle. Mollari leaves, deeply disappointed.

Sheridan briefs the Starfury pilots about the incoming mission, noting this will be one of their hardest missions: initiating combat against fellow Humans, an action Sheridan would not have condoned if there were any alternative. As Ivanova assumes command of the Station, Sheridan leads the combined fleet into hyperspace in the White Star 2, which he has painted with the B5 logo.

Marcus transfers to the White Star 2 when it arrives near Proxima. Sheridan then initiates his battle plan. The first wave will be three White Stars jumping out on the far side of the planet. Aboard the Heracles, Captain Trevor Hall, a Clark loyalist; learns of unknown contacts and sends the Pollux and EAS Nemesis after them. Sheridan figures the loyalists are splitting up to keep watch on the rest, so he proceeds with phase two: a squadron jumping on the near side. This time, Hall realizes that it is Sheridan he is facing. He prepares for a fight as a signal is received. To his shock, it is coming from the local jumpgate as the main fleet appears behind him. Commanding the EAS Vesta, Captain Edward MacDougan tries to convince Sheridan to withdraw, but instead Sheridan notes "Mackie" is about to engage in support of illegal orders. Hall orders the Heracles to open fire, beginning the Battle of Proxima III.

Sheridan's forces initially concentrate on the known hostiles, the Heracles and Pollux, while Sheridan tries to figure out where the other ships stand. He is relieved to learn most of the other ships do not wish to fight. The EAS Furies does not respond to a flyby, the EAS Juno withdraws without engaging, and MacDougan heeds Sheridan's call and refuses to fire. Hall angrily orders MacDougan's first officer to take command, but the crew eventually subdues him, allowing MacDougan to stand down as well.

Nevertheless, there are losses, including a White Star that comes under heavy fire from and crashes into the Pollux, destroying both ships. Meanwhile, the Nemesis surrenders only after taking severe damage. Soon, only the Heracles is remaining, and Hall knows he is "dead either way" and intends to go down fighting. However, his first officer, Commander Sandra Levitt, refuses to let the rest of the crew go down with him. She assumes command of the Heracles and orders the crew to relieve him of command and then complies with Sheridan's order to surrender.

The battle is over; Proxima III is free, but at a heavy price. Sheridan requests the captains of the remaining ships to meet aboard White Star 2 in one hour to determine their stance.

Sheridan meets with Captains MacDougan, Eckland, and Kawagawa, and Commander Levitt to discuss what they will do from here. They can withdraw from the theater, stay to defend Proxima from retaliation, or join Sheridan. The Earthforce skippers, understandably have questions about Sheridan's motives, but Sheridan notes that Clark is taking the Alliance in the direction of dictatorship and that their oaths are to the people, not to the government. His goal is simply to remove the Clark regime; he intends to let the people decide if it was justified, once they regain their rightful say. Most importantly, he wants human support: without that support, the fight will simply look like aliens attempting to attack and conquer Earth. The captains eventually ask for some time alone to discuss the issue among themselves.

Back on B5, as a depressed Mollari sits alone nursing a drink in the Zócalo, to his surprise G'Kar joins him. G'Kar gets to the point: he has agreed to co-sign the joint statement of support for the Resistance . . . "but not on the same page." Much relieved, Mollari accepts, and G'Kar takes a drink and leaves.

MacDougan reports to Sheridan on their decisions. Levitt will withdraw from the theater and take the Heracles to Beta IX for repairs, and keep Captain Hall under arrest, thus removing the Heracles from the war. Eckland will remain at Proxima with the Furies. He and Kawagawa will join Sheridan. Pleased, Sheridan shakes Mackie's hand.

Ivanova anchors a transmission of the Voice of the Resistance, announcing the liberation of Proxima III and using this as a rallying cry for any Earthforce ships to defect and join Sheridan. She also announces the joint statement by the Centauri and the Narns. As the news airs, Garibaldi enters the docking bay. He is leaving the station for Mars, apparently never to return.

The name of the Earth Force Omega class destroyer EAS Furies caused confusion in the german dub of the series. "Furies" was misunderstood as the plural of the Earth Alliance fighters, the Starfuries, therefore it came to the impression that Captain Eckland has somewhat like the command over all Starfuries in the blockade.